Committees
Details of their role and membership
The Remuneration Committee, Audit and Risk Committee and Nomination Committee are formal committees of the Board. Details for these committees can be found below.
Remuneration Committee
Role
The Committee's responsibilities include:
- To determine and recommend for the Board's approval, the framework for the remuneration of the senior executives of the company
- To determine the individual remuneration packages for the Chairman, the Executive Directors and the Company Secretary, subject where necessary to the consent of the Secretary of State
- To agree the targets for any performance-related incentive schemes applicable to Executive Directors and senior executives
Membership
Orna Ni-Chionna (chair)
Donald Brydon
Lord Currie
Nick Horler
Cath Keers
Paul Murray
Les Owen
Jon Millidge (secretary)
Quorum - two
Meeting frequency
At least quarterly and as required.
Nomination Committee
Role
The Committee's responsibilities include:
- To lead a formal, rigorous and transparent process both for appointments to the Board of the company, and for appointments to subsidiary boards. Some appointments will be subject to the consent of the Secretary of State.
- To advise the Board on succession planning for the positions of Chairman, Chief Executive and all other Board appointments and other senior appointments
- To keep under review the balance of membership and ensure that the Boards have the required mix of skills, knowledge and experience.
Membership
Donald Brydon (chair)
Lord Currie
Nick Horler
Cath Keers
Paul Murray
Orna Ni-Chionna
Les Owen
Jon Millidge (secretary)
Quorum - two
Meeting frequency
At least quarterly and as required.
Audit and Risk Committee
Role
The Committee, which is assisted by the Risk Management Committee, provides a forum for reporting by both internal and external auditors and is responsible for a wide range of matters including:
- To monitor the integrity of the financial statements of the company
- To review the company's internal financial control system and, unless addressed by the separate Risk Management Committee or by the Board itself, internal control and risk management systems
- To monitor and review the effectiveness of the company's internal audit function
- To make recommendations to the Board for Shareholder approval in general meeting, in relation to the appointment of the external auditors, and to approve the remuneration and terms of engagement of the external auditors
- To monitor and review the external auditors' independence, objectivity and the effectiveness of the audit process
- To develop and implement policy on the engagement of the external auditors to supply non-audit services
- Where the Audit and Risk Committee's monitoring and review activities reveal cause for concern or scope for improvement, to make recommendations to the Board on action needed to address the issue or to make improvements.
Membership
Paul Murray (chair)
Donald Brydon
Lord Currie
Nick Horler
Cath Keers
Orna Ni-Chionna
Les Owen
Jon Millidge (secretary)
Quorum - two
Meeting frequency
At least quarterly and as required.
